Scout24 AG launches public repurchase offer of almost EUR 1 billion

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION IN WHICH SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE PROHIBITED BY APPLICABLE LAW. OTHER RESTRICTIONS APPLY. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

Scout24 AG launches public repurchase offer of almost EUR 1 billion

Munich, 30 March 2021

The Management Board of Scout AG has decided today to make a public repurchase offer for up to 13,976,613 Scout24 shares ("Scout24 Shares") for a purchase price per Scout24 Share (excluding incidental costs) of EUR 69.66 (the "Offer Price") outside the stock exchange ("Public Repurchase Offer"). The Public Repurchase Offer thus has a total volume of EUR 973.6 million.

The Offer Price corresponds to the weighted average stock exchange price on the Frankfurt Stock Exchange, based on the closing auction prices and volumes of the Scout24 Share in XETRA trading, of the last three trading days ("Relevant Average Price") prior to today's date plus a premium amounting to 10.0% of the Relevant Average Price. The Relevant Average Price is EUR 63.33.

The acceptance period of the Public Repurchase Offer begins on 1 April 2021, 0:00 hrs. (Central European Summer Time) and ends on 16 April 2021, 24:00 hrs. (Central European Summer Time).

The Scout24 Shareholders are entitled to tender rights, with one Scout24 Share providing one tender right. In accordance with the tender ratio of 7:1 determined by the Company, 7 tender rights are required to accept the repurchase offer for 1 Scout24 Share.

Scout24 Shareholders have the option to sell their tender rights if they do not wish to participate in the Public Repurchase Offer. Likewise, Scout24 Shareholders have the option to acquire additional tender rights if they wish to tender more Scout24 Shares.

The tender rights will be admitted to trading on the regulated market of the Frankfurt Stock Exchange and will be tradable under the tender rights ISIN DE000A3H3LR9 or tender rights WKN A3H 3LR established for this purpose up to the date falling two banking days before the end of the period of acceptance.

The measure is based on the resolution on agenda item 7 of the annual general meeting of 18 June 2020 regarding the reduction of the registered share capital through redemption of shares of the Company for a total purchase price (excluding incidental acquisition costs) of up to EUR 1,000,000,000.00 (in words: one billion euros). The capital reduction by redemption of shares is carried out for the purpose of the partial repayment of the share capital to the shareholders as a result of the sale of AutoScout24 GmbH.

Further details of the Public Repurchase Offer can be found in the Company's offer document. This offer document is written in German and will be published before the beginning of the acceptance period on the Company's website under www.scout24.com/investoren/aktie/rueckkaufangebot-2021 as well as subsequently in the German Federal Gazette (Bundesanzeiger) (www.bundesanzeiger.de). In addition, the Company has prepared a non-binding English translation of the offer document, which is also published on the Company's website under www.scout24.com/en/investors/share/repurchase-offer-2021.

The Management Board

Notifying Person and Investor Relations contact
Ursula Querette
Head of Investor Relations
Tel.: +49 89 262 02 4939
E-Mail: [email protected]

Media Relations contact
Jan Flaskamp
Vice President Communications & Marketing
Tel.: +49 30 24301 0721
E-Mail: [email protected]

Important Notice
This announcement may not be published, distributed or transmitted in the United States of America, Canada, Australia or Japan. This communication is not directed at or for transmission to, or use by, any person who is a national or resident of any state, country or other jurisdiction, or who is located in any jurisdiction where the transmission, publication, availability or use of this communication would be contrary to applicable law or would require any registration or license within such jurisdiction.

Neither this announcement nor its contents may be published, sent, distributed or disseminated in the United States of America by any means or instrument of interstate commerce or of foreign trade or of the facilities of any national stock exchange of the United States of America. This includes, but is not limited to, fax transmission, electronic mail, telex, telephone and the Internet. Copies of this announcement and other related documents may not be sent or transmitted to or within the United States of America. Shareholders located or resident in the United States or who are acting for the account or benefit of such persons will not be eligible to participate in the offer or to exercise the tender rights described in this announcement. Offer documents, when issued, will not be distributed or sent into the United States.

This communication does not constitute an offer to purchase securities or a solicitation of an offer to purchase any securities of the Company in the United States of America, Germany or any other jurisdiction.

The information contained in this announcement is subject to amendment, revision and updating. Certain statements, beliefs and opinions in this document are forward-looking, which reflect the Company's or, as appropriate, senior management's current expectations and projections about future events. By their nature, forward-looking statements involve a number of risks, uncertainties, assumptions and other factors that could cause actual results, including but not limited to the Company's financial position or profitability, to differ materially, also adversely, from those expressed or implied by the forward-looking statements. Statements contained in this document regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The Company does not undertake any obligation to update or revise any information contained in this document (including forward-looking statements), whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.